Loi Sempastous: Impact on Vineyard Transactions

For years, buying farmland through a company's shares was a way to sit outside the SAFER's control of land sales. The Loi Sempastous closed that gap. For anyone acquiring a vineyard held in a company, it is now a first-order consideration — not a technicality to discover late.

What the law addresses

The Loi Sempastous introduced a control over transfers of shares in companies that own or farm agricultural land, where those transfers would give a person or group control of the company. Its purpose is to regulate the concentration of land holdings and to preserve access to land — the same policy aims that underpin the SAFER, extended to the share-deal route that previously escaped them.

When it applies

Broadly, the regime is triggered where a share transfer results in taking or reinforcing control of a company holding agricultural land, above defined thresholds. Because many vineyards are held in an SCI, GFA, SAS or SCEV, a significant number of estate transactions structured as share deals now fall within its scope. Whether a given deal is caught depends on the specifics and should be checked early.

The practical impact on a deal

Three consequences for a buyer:

• Feasibility. A caught transaction may require authorisation, and conditions — such as commitments about how the land will be used — can attach. This shapes what is achievable.
• Timing. The control process adds a step, and its timeline must be built into the calendar alongside any SAFER notification.
• Structure. The choice between an asset sale and a share deal now weighs Sempastous explicitly; the share route is no longer a clean way around land controls.

How to anticipate it

The rule of thumb is simple: assess Sempastous at the outset of any share deal, not at signing. A specialist maps whether the transaction is caught, what authorisation or conditions may apply, and how to structure and sequence the deal accordingly. This article identifies the mechanism; it is not legal advice, and specific transactions should be reviewed with a rural-law specialist.

In practice

The Loi Sempastous means a vineyard share deal is now assessed against a control regime much as a land sale is assessed against the SAFER. Check it early, plan for the extra step, and let it inform the asset-versus-share choice. Anticipated, it is manageable; ignored, it can derail a transaction.

To structure a share deal with Sempastous anticipated, contact VITACEAE at contact@vitaceae.fr — www.vitaceae.fr.

Related reading: Transferring company shares in a vineyard · SAFER pre-emption explained · Structuring a vineyard acquisition.